Common use of No Additional Representation or Warranties Clause in Contracts

No Additional Representation or Warranties. Except as provided in this Article 5, Article 7 or as set forth in any Ancillary Agreement, neither SPAC nor any of its Affiliates, nor any of its directors, managers, officers, employees, direct or indirect shareholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company, Merger Sub 2, HoldCo or their respective Affiliates and no such Person shall be liable in respect of the accuracy or completeness of any information provided to the Company, Merger Sub 2, HoldCo or their respective Affiliates. Without limiting the foregoing, the Company acknowledges that the Company, Merger Sub 2 and HoldCo and their advisors, have made their own investigation of SPAC and, except as provided in this Article 5, Article 7 or as set forth in any Ancillary Agreement, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC or any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of its directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 2 contracts

Samples: Business Combination Agreement and Plan of Merger (Eleusis Inc.), Business Combination Agreement and Plan of Merger (Silver Spike Acquisition Corp II)

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No Additional Representation or Warranties. Except as provided in this Article 5, Article 7 IV or as set forth in any Ancillary Agreementthe case of intentional fraud, neither SPAC the Company, its Subsidiaries, nor any of its their Affiliates, nor any of its directors, managers, officers, employees, direct or indirect shareholderstheir respective equityholders, partners, members or representatives Representatives has made, or is making, any representation or warranty whatsoever to the CompanyAcquiror, Merger Sub 2, HoldCo or their respective Affiliates Affiliates, and except as provided in Article IV or in the case of intentional fraud, no such Person party shall be liable in respect of the accuracy or completeness of any information provided to the CompanyAcquiror, Merger Sub 2, HoldCo or their respective Affiliates. Without limiting the foregoing, the Company acknowledges that the Company, Acquiror and Merger Sub 2 acknowledge that Acquiror and HoldCo and Merger Sub, together with their respective advisors, have made their own investigation of SPAC the Company and its Subsidiaries and, except as provided in this Article 5III or in the case of intentional fraud, Article 7 or as set forth in any Ancillary Agreement, are is not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC the Company or any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided by SPAC the Company or any of its Affiliates or any of its directors, officers, employees, shareholderstheir respective stockholders, partners, members or representatives Representatives or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CF Finance Acquisition Corp II)

No Additional Representation or Warranties. Except as provided in this Article 5, Article 7 IV or as set forth in any Ancillary Agreementthe case of intentional fraud, neither SPAC Acquiror, Merger Sub, nor any of its their Affiliates, nor any of its directors, managers, officers, employees, direct or indirect shareholderstheir respective equityholders, partners, members or representatives Representatives has made, or is making, any representation or warranty whatsoever to the Company, Merger Sub 2its Subsidiaries or holders of Company Capital Stock and except as provided in Article IV or in the case of intentional fraud, HoldCo or their respective Affiliates and no such Person party shall be liable in respect of the accuracy or completeness of any information provided to the Company, Merger Sub 2, HoldCo its Subsidiaries or holders of Company Capital Stock or their respective Affiliates. Without limiting the foregoing, the Company acknowledges that the Company, Merger Sub 2 and HoldCo and their together with its advisors, have made their own investigation of SPAC Acquiror and Merger Sub and, except as provided in this Article 5IV or in the case of intentional fraud, Article 7 or as set forth in any Ancillary Agreement, are is not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC Acquiror or any of its SubsidiariesMerger Sub, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC Acquiror or Merger Sub as conducted after the Closing, as contained in any materials provided by SPAC Acquiror or Merger Sub or any of its their respective Affiliates or any of its directors, officers, employees, shareholderstheir respective stockholders, partners, members or representatives Representatives or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CF Finance Acquisition Corp II)

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No Additional Representation or Warranties. Except as provided in this Article 5V (or, Article 7 or as set forth in any Ancillary the case of Investor, in the Framework Agreement and the Investor Subscription Agreement), neither SPAC Acquiror nor Merger Sub, nor Investor, nor any of its their respective Affiliates, nor any of its their respective directors, managers, officers, employees, direct or indirect shareholdersstockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company, Merger Sub 2, HoldCo Company or their respective its Affiliates and no such Person party shall be liable in respect of the accuracy or completeness of any information provided to the Company, Merger Sub 2, HoldCo Company or their respective its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company, Merger Sub 2 Company and HoldCo and their its advisors, have made their own investigation of SPAC Acquiror, Merger Sub, Investor and their respective Subsidiaries and, except as provided in this Article 5V (or, Article 7 or as set forth in any Ancillary the case of Investor, in the Framework Agreement and the Investor Subscription Agreement), are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC Acquiror, Merger Sub or any of their respective Subsidiaries, or Investor or any of its SubsidiariesAffiliates, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC Acquiror, Merger Sub and their respective Subsidiaries, or Investor and its Affiliates, as conducted after the Closing, as contained in any materials provided by SPAC Acquiror, Merger Sub or any of their Affiliates, or Investor or its Affiliates Affiliates, or any of its their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 1 contract

Samples: Joinder Agreement (M3-Brigade Acquisition II Corp.)

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